Niocorp Developments Ltd (NB)

[Middleborder]

Research and hope; From the S-4 filing. Here is the answer to the number of outstanding Warrents:

"In addition, there currently are 15,666,667 GX Warrants issued and outstanding, consisting of 10,000,000 GX Public Warrants and 5,666,667 GX Founder Warrants. Each whole GX Warrant entitles the holder thereof to purchase one GX Class A Share at a price of $11.50 per share."

I am posting this section for reference for others that might have questions.


https://www.sec.gov/Archives/edgar/data/1512228/000153949722001757/n2574-x57_s4.htm#b_036 page 81

NIOCORP PROPOSAL NO. 1 — THE SHARE ISSUANCE PROPOSAL

NioCorp has proposed an ordinary resolution to approve the issuance of up to 594,558,645 NioCorp Common Shares representing 213% of NioCorp’s total outstanding Common Shares, prior to the Transactions, on a non-diluted basis, in connection with the Transactions.

As of ??????????????????????, 2022 there are 30,000,000 GX Class A Shares issued and outstanding and 7,500,000 GX Founder Shares outstanding. In addition, there currently are 15,666,667 GX Warrants issued and outstanding, consisting of 10,000,000 GX Public Warrants and 5,666,667 GX Founder Warrants. Each whole GX Warrant entitles the holder thereof to purchase one GX Class A Share at a price of $11.50 per share. As of the date of Closing, GX expects that [?] and [?] GX Class A Shares will have been issued to Cantor and BTIG, respectively, in partial consideration for their services in connection with the Transactions (the “Advisor Share Issuances”).

Upon consummation of the First Merger, each GX Class A Share that is held by a GX Public Stockholder shall be converted into a First Merger Class A Share. In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares. As a result NioCorp will issue an aggregate of up to 335,487,636 Common Shares to purchase up to 335,487,636 First Merger Class A Shares (assuming no redemptions by GX Stockholders).

Upon consummation of the First Merger, each Class B share in GX (other than certain shares that may be forfeited in accordance with the GX Support Agreement) will be converted into one share of Class B common stock in GX (such shares, the “First Merger Class B Shares”), as the surviving company in the First Merger. Upon consummation of the Second Merger, each of the First Merger Class B Shares will be converted into 11.1829212 Class B common shares of GX (each, a “Second Merger Class B Share”), as the surviving company in the Second Merger. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement. As a result, NioCorp may issue up to an aggregate of 83,871,907 Common Shares upon exchange of up to an aggregate of 83,871,907 Second Merger Class B Shares.

In connection with the First Merger and the assumption by NioCorp of the GX Warrant Agreement, each GX Warrant that is issued and outstanding immediately prior to the Exchange Time shall be converted into one NioCorp Warrant pursuant to the GX Warrant Agreement. Each NioCorp Warrant shall be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Warrant shall be equal to the number of shares of GX common stock subject to the applicable GX Warrant multiplied by 11.1829212, with the applicable exercise price adjusted accordingly. As a result NioCorp may issue up to an aggregate of 175,199,102 Common Shares upon exercise of an aggregate of 15,666,667 NioCorp Assumed Warrants.

Together with the 335,487,636 NioCorp Common Shares issuable to the holders of GX Class A Shares, including the Advisor Share Issuances, the 83,871,907 NioCorp Common Shares issuable upon exchange of the Second Merger Class B Shares and the 175,199,102 NioCorp Common Shares issuable upon exercise of the NioCorp Assumed Warrants, up to an aggregate of 594,558,645 NioCorp Common Shares may be issuable in connection with the Transactions representing 213% of NioCorp’s total outstanding Common Shares, prior to the Transactions, on a non-diluted basis.

As such, NioCorp has proposed an ordinary resolution to approve the issuance of up to 594,558,645 NioCorp Common Shares to GX Securityholders in connection with the transactions contemplated under the Business Combination Agreement, a copy of which is attached as Annex A hereto, dated as of September 25, 2022, by and among NioCorp, GX and Merger Sub.

Pursuant to the Section 611(c) of the TSX Company Manual, the Share Issuance Proposal requires the approval of a simple majority of the votes cast by NioCorp Shareholders present in person or represented by proxy at the NioCorp Shareholder Meeting, because the number of NioCorp Common Shares being issued or that are issuable under the Transactions may exceed 25% of the number of NioCorp Common Shares which are currently outstanding. Accordingly, to be effective, the Share Issuance Proposal must be approved, with or without variation, by the affirmative vote of a majority of the votes cast by NioCorp Shareholders present in person or represented by proxy and entitled to vote at the NioCorp Shareholder Meeting. The TSX will generally not require further security holder approval for the issuance of up to an additional 69,771,470 NioCorp Common Shares, such number being 25% of the number of NioCorp Common Shares to be approved by NioCorp Shareholders pursuant to the Transactions.